His Roots bandmate Black Thought gives him props for being the musical director of their much-lauded live shows, but drummer/producer Ahmir "?uestlove" Thompson is cool with the role of Mr. Modesty.

"I'm just playing traffic cop," ?uest said a recently about how the crew devises its concerts, which incorporate everything from human sound-effect machines, breakdancing and of course rhyming over live instruments. "We used to do marathon runs in Europe, eight to nine weeks at a time. There's sort of a freedom there. You can sort of relax there. ... You still got to bring it to them, but there is room for trial and error over there.

"Perfect practice makes perfect," he continued to explain. "After doing a show for eight weeks in a row, you bring it back to the States. Just by performing a lot and not following any specific regimen. It's not like Grateful Dead where every show is different, but we add ideas. That's how it blossoms."

The Philly collective's rigorous touring schedule didn't hamper the making of Phrenology, which dropped on November 26.

Black Thought said the disc was recorded "kind of in passing."

"For the most part, none of us were in the studio at the same time for most of the recording," he said. "It just came to be in the process of layering. Everybody came in and did their thing, and we just layered it up. Ahmir will come in the studio and lay three or five joints in a one- or two-session period, then the next time I'll come through the studio it will be like, 'Yo, put the joints on Ahmir was working on a couple of days ago.' It might be two to three that I'm feeling that I wanna build upon. I might wanna drop that or ask him to come and add more to the foundation."

During a soundcheck a few months ago, the Roots came up with Phrenology's first single, "Break You Off."

"We were doing a pilot for some TV show and we were jamming with Musiq," Black Thought remembered. "We just came up with it and it felt real smooth. ... It was sexy from the start. We couldn't really take it nowhere else but keep it for the ladies. In a nutshell, the tune is about me meeting a young lady who's already involved and she's in a relationship. I'm coming to break her off, basically giving her what's missing."

" 'Me and Mrs. Jones' for the new millennium," ?uest interjected. "The basic direction the album was going was so far to the left — it wasn't like anything out there — we kind of needed a balance. We are smart businessmen and we know medicine tastes better with a little sugar in it. This seemed like a logical choice because it was something easy to get into."

Another track, "Sacrifice," features Nelly Furtado. "We were on tour with her during summer 2001 during Moby's Area:One tour," ?uestlove said. "Night after night she'd get onstage and jam with us. We just extended the invitation to the studio and she was cool enough to collaborate with us.

"There's a joint called 'Thought at Work,' " he continued, "which is our tribute to our high school period, the music that was out around the late '80s early '90s. [Black Thought's] inspiration being Kool G Rap and the whole Juice Crew, my inspiration being the Bomb Squad, the production team responsible for a lot Public Enemy's classics."

"The Seed 2.0" features MTV You Hear It First alumnus Cody Chesnutt. "It's basically about doing your thing and doing it to the world," Black Thought explained. "Whatever you do, plant your seed for life. It's one of them joints you could take it for face value. People who can't get deep into the music and could only take a lyric are probably going to think it's a sexual song. It's not even about sex. He's singing about cheating on his wife and impregnating another woman behind his girl's back and naming the baby Rock and Roll."

"But he's speaking in metaphorical terms," clarified ?uest.

Last week the Roots completed a five-show run in New York. They were joined by such guests as Chesnutt, Musiq, Talib Kweli, Jill Scott and members of the Boot Camp Click.